- “Isacorp” shall mean Isacorp Limited, or any agents or employees thereof.
- “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing goods or services from Isacorp.
- “Goods or services” shall mean:
- all Goods or services of the general description specified on the front of this agreement and supplied by Isacorp to the customer; and
- all Goods or services supplied by Isacorp to the Customer; and
- all inventory of the Customer that is supplied by Isacorp; and
- all Goods or services supplied by Isacorp and further identified in any invoice issued by Isacorp to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
- all Goods or services that are marked as having been supplied by Isacorp or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Isacorp; and
- All of the Customers’ present and after-acquired Goods or services that Isacorp has performed work on or to or in which goods, services or materials supplied or financed by Isacorp have been attached or incorporated.
- The above descriptions may overlap but each is independent of and does not limit the others.
- “Price” shall mean the cost of the goods and services as agreed between Isacorp and the customer and includes all disbursements e.g. Charges Isacorp pay to others on the Customer’s behalf subject to Clause 4 of this contract
- Any instructions received by Isacorp from the customer for the supply of goods and services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
COLLECTION AND USE OF INFORMATION
- The customer authorises Isacorp to collect, retain and use any information about the customer, for the purpose of assessing the customer’s credit worthiness, enforcing any rights under this contract, or marketing any goods and services provided by Isacorp to any other party.
- The customer authorises Isacorp to disclose any information obtained to any person for the purposes set out in clause 3.a.
- Where the customer is a natural person the authorities under clauses 3.a and 3.b are authorities or consents for the purposes of the Privacy Act 1993.
- Where no price is stated in writing or agreed to orally the goods and services shall be deemed to be sold at the current amount as such goods and services are sold by Isacorp at the time of the contract.
- The price may be increased by the amount of any reasonable increase in the cost of supply of the goods and services that is beyond the control of Isacorp between the date of the contract and delivery of the goods and services.
- Payment for goods and services shall be made in full on or before the 20th day of the month following the date of the invoice, or on receipt of delivery of goods, whichever is the earlier (“the due date”).
- Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
- Any expenses, disbursements and legal costs incurred by Isacorp in the enforcement of any rights contained in this contract shall be paid by the customer, including any reasonable solicitor’s fees or debt collection agency fees.
- Receipt of a cheque, Bill of Exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
- A deposit may be required.
- Where a quotation is given by Isacorp for goods and services:
- Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
- The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
- Isacorp reserves the right to alter the quotation because of circumstances beyond its control.
- Where goods and services are required in addition to the quotation the customer agrees to pay for the additional cost of such goods and services.
- The goods and services remain at Isacorp’s risk until the delivery to the customer.
- Delivery of goods and services shall be deemed complete when Isacorp gives possession of the goods and services directly to the customer, or possession of the goods and services is given to a carrier, courier or other bailee for purposes of transmission to the customer.
- The time agreed for delivery shall not be an essential term of this contract unless the customer gives written notice to Isacorp making time of the essence.
- Where Isacorp delivers goods and services to the customer by instalments and Isacorp fails to deliver one or more instalments the customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
- The customer authorises Isacorp to contract either as principal or agent for the provision of goods and services that are the matter of this contract.
- Where Isacorp enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the customer agrees to pay any amounts due under that contract.
TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
- Title in any goods and services supplied by Isacorp passes to the customer only when the customer has made payment in full for all goods and services provided by Isacorp and of all other sums due to Isacorp by the customer on any account whatsoever. Until all sums due to Isacorp by the customer have been paid in full, Isacorp has a security interest in all goods and services.
- If the goods and services are attached, fixed or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the customer or any third party, title of the goods and services shall remain with Isacorp until the customer has made payment for all goods and services, and where those goods and services are mixed with other property so as to be part of or a constituent of any new goods and services, title to these new goods and services shall deemed to be assigned to Isacorp as security for the full satisfaction by the customer of the full amount owing between Isacop and customer.
- The customer gives irrevocable authority to Isacorp to enter any premises occupied by the customer or on which goods and services are situated at any reasonable time after default by the customer or before default if Isacorp believes a default is likely and to remove and repossess any goods incurred by the customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded Isacorp may either resell any repossessed goods and services and credit the customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed goods and services and credit the customer’s account with the invoice value thereof less such sum as Isacorp reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
- Where goods and services are retained by Isacorp pursuant to clause 9.3 the customer waives the right to receive notice under s. 120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s. 121 of the PPSA.
- The following shall constitute defaults by the customer:
- Non payment of any sum by the due date.
- The customer intimates that it will not pay any sum by the due date.
- Any goods and services are seized by any other creditor of the customer or any other creditor intimates that it intends to seize goods and services.
- Any goods and services in the possession of the customer are materially damaged while any sum due from the customer to Isacorp remains unpaid.
- The customer is bankrupted or put into liquidation or a receiver is appointed to any of the customer’s assets or a landlord distains against any of the customer’s assets.
- A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
- Any material adverse change in the financial position of the customer.
- If the Credit Repossession Act applies to any transaction between the customer and Isacorp, the customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
SECURITY INTEREST FOR SERVICE PROVIDERS
- The customer gives Isacorp a security interest in all of the customer’s present and after-acquired property that Isacorp has performed services on or to or in which goods or materials supplied or financed by Isacorp have been attached or incorporated.
- The customer agrees that Isacorp may exercise a general lien against any goods and services or property belonging to the customer that is in the possession of Isacorp for all sums outstanding under this contract and any other contract to which the customer and Isacorp are parties.
- If the lien is not satisfied within seven (7) days of the due date Isacorp may, having given notice of the lien at its option either:
- Remove such goods and services and store them in such a place and in such a manner as Isacorp shall think fit and proper and at the risk and expense of the customer; or
- Sell such goods and services or part thereof upon such terms as it shall think fit and apply the proceeds in or towards discharge of the lien and costs of sale without being liable to any person for damage caused.
DISPUTES AND RETURN OF GOODS
- No claim relating to the goods and services will be considered unless made within seven (7) days of delivery.
- No goods will be considered for return without prior approval of Isacorp. A 15% restocking fee applies.
- The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and any other statutes may imply warranties or conditions or impose obligations upon Isacorp which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Isacorp, Isacorp’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
- Except as otherwise provided by clause 13.1 Isacorp shall not be liable for:
- Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from goods and services provided by Isacorp to the customer; and
- The customer shall indemnify Isacorp against all claims and loss of any kind whatsoever however caused or arising and without limiting at the generality of the foregoing of this clause where caused or arising as result of the negligence of Isacorp or otherwise, brought by any person in connection with any matter, act, omission, or error by Isacorp its agents or employees in connection to the goods and services.
- No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the goods and services except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
CONSUMER GUARANTEES ACT
- The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods and services from Isacorp for the purposes of a business in terms of section 2 and 43 of that Act.
PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
- If the customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Isacorp agreeing to supply goods and services and grant credit to the customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Dean Steel the payment of any and all monies now or hereafter owed by the customer to Isacorp and indemnify Isacorp against non-payment by the customer. Any personal liability of a signatory hereto shall not exclude the customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and customer shall be jointly and severally liable under the terms and conditions of this contract and for payment for all sums due hereunder.
- The customer shall not assign all or any of its rights or obligations under this contract without the written consent of Isacorp.
- Isacorp shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
- Failure by Isacorp to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Isacorp has under this contract.
- If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- Where the terms of this contract are at variance with the order or instruction from the customer, this contract shall prevail.
- Isacorp shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods and services to the customer if the customer fails to pay any money owing after the due date or the customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
- Any cancellation or suspension of this agreement shall not affect Isacorp claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the customer’s obligations to Isacorp under this contract.